Common use of Cayman Clause in Contracts

Cayman. Cayman shall indemnify, defend and hold harmless Aerie and its Affiliates, their directors, officers, employees, agents, successors, and assigns from and against all liabilities, expenses, and costs (including reasonable attorneys’ fees) arising out of any Claim, against any of them by a third party (whether alleging physical injury or death or otherwise) resulting from (i) an act or omission of Cayman that constitutes Gross Negligence or is intentionally wrongful; (ii) any loss of Product for which Cayman bears the risk under Section 2.7; and (iii) any breach by Cayman of any of its representations and warranties under Section 5.1 or 9.1, in each case subject to the requirements set forth in Section 10.3 below and except, in each case, to the extent that Aerie is obligated to indemnify Cayman for such Claim pursuant to Section 10.1).